Stock Based Compensation | Stock Based Compensation On October 8, 2018, the Company’s board of directors adopted the “Magnolia Oil & Gas Corporation Long Term Incentive Plan” (the “Plan”), effective as of July 17, 2018. A total of 16.8 million shares of Class A Common Stock have been authorized for issuance under the Plan as of March 31, 2022. The Company grants stock based compensation awards in the form of restricted stock units (“RSU”), performance stock units (“PSU”), and performance restricted stock units (“PRSU”) to eligible employees and directors to enhance the Company and its affiliates’ ability to attract, retain, and motivate persons who make important contributions to the Company and its affiliates by providing these individuals with equity ownership opportunities. Shares issued as a result of awards granted under the Plan are generally new shares of Class A Common Stock. Stock based compensation expense is recognized net of forfeitures within “General and administrative expenses” and “Lease operating expenses” on the consolidated statements of operations and was $2.9 million and $2.7 million for the three months ended March 31, 2022 and 2021, respectively. The Company has elected to account for forfeitures of awards granted under the Plan as they occur in determining compensation expense. The following table presents a summary of Magnolia’s unvested RSU, PSU, and PRSU activity for the three months ended March 31, 2022. Restricted Stock Units Performance Stock Units Performance Restricted Stock Units Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Unvested at December 31, 2021 1,187,509 $ 8.94 460,414 $ 9.20 968,654 $ 9.36 Granted 241,671 20.29 — — 506,703 19.14 Granted for performance multiple (1) — — 90,965 13.88 — — Vested (315,842) 9.31 (272,894) 13.88 (212,687) 9.33 Forfeited (6,736) 10.38 — — (936) 11.38 Unvested at March 31, 2022 1,106,602 $ 11.33 278,485 $ 6.14 1,261,734 $ 13.29 (1) Upon completion of the performance period for the PSUs granted in 2019, a performance multiple of 150% was applied to each of the grants resulting in additional grants of PSUs in 2022. Restricted Stock Units The Company grants service-based RSU awards to employees, which generally vest ratably over a three-year or four-year service period, and to non-employee directors, which vest in full after one year. RSUs represent the right to receive shares of Class A Common Stock at the end of the vesting period equal to the number of RSUs that vest. RSUs are subject to restrictions on transfer and are generally subject to a risk of forfeiture if the award recipient ceases to be an employee or director of the Company prior to vesting of the award. Compensation expense for the service-based RSU awards is based upon the grant date market value of the award and such costs are recorded on a straight-line basis over the requisite service period for each separately vesting portion of the award, as if the award was, in-substance, multiple awards. The aggregate fair value of RSUs that vested during the three months ended March 31, 2022 and 2021 was $7.9 million and $4.0 million, respectively. Unrecognized compensation expense related to unvested RSUs as of March 31, 2022 was $9.9 million, which the Company expects to recognize over a weighted average period of 2.8 years. Performance Stock Units and Performance Restricted Stock Units The Company grants PRSUs to certain employees. Each PRSU represents the contingent right to receive one share of Class A Common Stock once the PRSU is both vested and earned. PRSUs generally vest either ratably over a three-year service period or at the end of a three-year service period, in each case, subject to the recipient’s continued employment or service through each applicable vesting date. Each PRSU is earned based on whether Magnolia’s stock price achieves a target average stock price for any 20 consecutive trading days during the five-year performance period. If PRSUs are not earned by the end of the five-year performance period (“Performance Condition”), the PRSUs will be forfeited and no shares of Class A Common Stock will be issued, even if the vesting conditions have been met. Compensation expense for the PRSU awards is based upon grant date fair market value of the award, calculated using a Monte Carlo simulation, as presented below, and such costs are recorded on a straight-line basis over the requisite service period for each separately vesting portion of the award, as if the award was, in-substance, multiple awards, as applicable. The aggregate fair value of PRSU awards that vested during the three months ended March 31, 2022 was $4.8 million. Unrecognized compensation expense related to unvested PRSUs as of March 31, 2022 was $14.9 million, which the Company expects to recognize over a weighted average period of 2.6 years. The Company grants PSUs to certain employees. Each PSU, to the extent earned, represents the contingent right to receive one share of Class A Common Stock and the awardee may earn between zero and 150% of the target number of PSUs granted based on the total shareholder return (“TSR”) of the Class A Common Stock relative to the TSR achieved by a specific industry peer group over a three-year performance period, the last day of which is also the vesting date. In addition to the TSR conditions, vesting of the PSUs is subject to the awardee’s continued employment through the date of settlement of the PSUs, which will occur within 60 days following the end of the performance period. The aggregate fair value of PSU awards that vested during the three months ended March 31, 2022 and 2021 was $5.5 million and $0.1 million, respectively. Unrecognized compensation expense related to unvested PSUs as of March 31, 2022 was $0.5 million, which the Company expects to recognize over a weighted average period of 0.8 years. The grant date fair values of the PRSUs granted during the three months ended March 31, 2022 and 2021, were $9.7 million and $9.4 million, respectively. Since the Performance Condition for the PRSUs granted in 2022 and 2021 were met on March 28, 2022 and March 17, 2021, respectively, the fair value of the PRSUs granted after the Performance Condition were met were based upon the grant date market value of the award. The fair values of the awards granted prior to the date the Performance Condition was met were determined using a Monte Carlo simulation. The following table summarizes the Monte Carlo simulation assumptions used to calculate the grant date fair value of the PRSUs in 2022 and 2021. Three Months Ended PRSU Grant Date Fair Value Assumptions March 31, 2022 March 31, 2021 Expected term (in years) 3.55 3.64 Expected volatility 59.58% 55.18% Risk-free interest rate 1.89% 0.56% Dividend yield 1.97% —% |